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HOME / H&F Amended Agreement Team Member FAQ

 

1.              What was announced today?

 

·                  At Home has entered into an amended agreement with H&F.

 

·                  Under our new agreement, H&F will acquire all of the outstanding shares of At Home for $37.00 per share in cash, up from $36.00 per share.

 

·                  To complete the transaction, H&F will commence a tender offer to acquire all of the outstanding shares of At Home common stock.

 

2.              How did the Board arrive at the new price?

 

·                  Under our amended agreement, H&F is making the offer to purchase all shares of At Home for $37.00 per share in cash, up from $36.00 per share.

 

·                  Throughout this process the Special Committee has been singularly focused on maximizing value for At Home stockholders and believes the enhanced H&F offer does just that, providing stockholders substantial cash premium value in a timely manner.

 

·                  At Home’s Board of Directors has unanimously recommended that stockholders tender their shares.

 

3.              What is a tender offer?

 

·                  A tender offer is a public bid for stockholders to sell their shares.

 

·                  Stockholders are given the opportunity to “tender” or sell their stock for a set price (in this case $37.00 per share) within a stated time limit.

 

·                  A tender offer must comply with various laws, including the rules and regulations of the Securities and Exchange Commission.

 

4.              Will there still be a special meeting to vote on the transaction?

 

·                  No. This transaction structure is different than the one in the prior agreement, where a stockholder vote was involved.

 

·                  A tender offer is an offer made directly to a company’s stockholders to purchase their stock.

 

·                  Therefore, stockholders who support the transaction will “tender” their shares to H&F.

 

5.              What is the “expiration date” of a tender offer?

 

·                  The expiration date is the last date that H&F will accept tendered shares.

 

·                  It is required that a tender offer remain open for a minimum 20-business day period from the date the offer is commenced.

 

·                  If the minimum condition of at least one share more than 50% tendered is reached, the merger is expected to be completed on the business day after the tender offer closes.

 

·                  The parties have the right to extend the expiration date.

 

6.              Can employees participate in the tender offer?

 

·                  Yes. Stockholders, including employees who own shares of At Home, will have the opportunity to “tender,” or sell, their shares to H&F for $37.00 per share.

 

7.              What will happen to any At Home shares I currently own? When can I expect to receive payment for this?

 

·                  If you tender your shares through this offering, you are agreeing to accept $37.00 per share, upon completion of the tender offer.

 

 

·                  If you continue to hold onto your shares and over 50% of outstanding shares are tendered, your shares will be paid $37.00 per share.

 

·                  Payment will be made promptly upon completion of the tender offer.

 

8.              What if I sold stock, can I still tender?

 

·                  You may only tender shares that you own.

 

9.              How do I tender my shares?

 

·                  All stockholders will receive the materials necessary to tender their shares.

 

·                  If you have questions about the tender offer you may contact Innisfree M&A Incorporated who will act as Information Agent for the tender offer, by phone at (888) 750-5834 (toll free).

 

10.       What happens if I don’t tender my shares?

 

·                  If the minimum condition of over 50% is met, the merger will become effective and your shares will paid out at $37.00 per share.

 

11.       What happens to my stock options — should I exercise now?

 

·                  It is not necessary to exercise your options.

 

12.       Will there be any changes for employees as a result of this announcement?

 

·                  This announcement has no impact on our day-to-day operations — it remains business as usual at At Home.

 

13.       What should I tell my customers? Vendors?

 

·                  You should assure all At Home stakeholders that they continue to be our top priority and that this announcement will have no impact on their relationship with At Home.

 

·                  At Home announced a change in the structure of the H&F transaction and an increase in the per share amount stockholders will receive upon close of the transaction.

 

·                  The other benefits of the H&F transaction remain the same.

 

14.       What do I do if I am contacted by the media or other third parties?

 

·                  Per standard company policy, please refrain from commenting on any questions you receive from media or the investment community.

 

·                  It is important that we speak with one voice, and we ask that you please forward any inquiries you receive from investors to Arvind Bhatia at ABhatia@athome.com. Media inquiries should be sent to Carey Marin at CMarin@athome.com.

 

15.       When will I receive more information? Who can I go to if I have any questions?

 

·                  We will keep you informed of developments as we move toward completing the transaction in the weeks and months ahead.

 

 

Additional Information and Where to Find It

 

In connection with the proposed acquisition of At Home Group Inc. (the “Company”), Ambience Merger Sub, Inc. (“Merger Sub”), will commence a tender offer for all of the outstanding shares of the Company. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company. It is also not a substitute for the tender offer materials that Merger Sub will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. Following the commencement of the tender offer, Merger Sub will file tender offer materials on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Investors may obtain a free copy of both the tender offer materials and the solicitation/recommendation statement (when each become available) and other relevant documents filed by Merger Sub or the Company with the SEC at the SEC’s Web site at http://www.sec.gov. The tender offer materials and the solicitation/recommendation statement once filed by Merger Sub or the Company with the SEC may also be obtained for free from the Investor Relations section of the Company’s web site (http://investor.athome.com/) or by directing a request to: the Company, 1600 East Plano Parkway, Plano, Texas, 75074, Attention: Investor Relations. THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY MERGER SUB OR THE COMPANY WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, MERGER SUB AND THE COMPANY.

 

Forward-Looking Statements

 

This document contains forward-looking statements made pursuant to and within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “anticipate,” “are confident,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “look ahead,” “look forward,” “may,” “might,” “on track,” “outlook,” “plan,” “potential,” “predict,” “reaffirm,” “seek,” “should,” “trend,” “will,” or “vision,” or the negative thereof or comparable terminology regarding future events or conditions. The forward-looking statements are not historical facts, and are based upon the Company’s current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond its control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the forward-looking statements.

 

Forward-looking statements are subject to significant known and unknown risks and uncertainties that may cause actual results, performance or achievements in future periods to differ materially from those assumed, projected or contemplated in the forward-looking statements, including, but not limited to, the following factors: the ongoing global COVID-19 pandemic and related challenges, risks and uncertainties, including historical and potential future measures taken by governmental and regulatory authorities (such as requiring store closures), which have significantly disrupted the Company’s business,

 

 

employees, customers and global supply chain, and for a period of time, adversely impacted its financial condition (including resulting in goodwill impairment) and financial performance, and which disruption and adverse impacts may continue in the future; the recent and ongoing direct and indirect adverse impacts of the global COVID-19 pandemic to the global economy and retail industry; the eventual timing and duration of economic stabilization and recovery from the COVID-19 pandemic, which depends largely on future developments; general economic conditions in the United States and globally, including consumer confidence and spending, and any changes to current favorable macroeconomic trends of strong home sales, nesting and de-urbanization (which were enhanced and accelerated due to COVID-19, and may not continue upon a successful vaccine rollout in significant numbers that impacts consumer behavior); the Company’s indebtedness and its ability to increase future leverage, as well as limitations on future sources of liquidity, including debt covenant compliance; the Company’s ability to implement its growth strategy of opening new stores, which was suspended for fiscal 2021 (with the exception of stores that were at or near completion) and, while ramping significantly, will be limited in the near term; the Company’s ability to effectively obtain, manage and allocate inventory, and satisfy changing consumer preferences; increasing freight and transportation costs (including the adverse effects of international equipment shortages) and increasing commodity prices; the Company’s reliance on third-party vendors for a significant portion of its merchandise, including supply chain disruption matters and international trade regulations (including tariffs) that have, and may continue to, adversely impact many international vendors; the loss or disruption to operating the Company’s distribution network; significant competition in the fragmented home décor industry, including increasing e-commerce; the implementation and execution of the Company’s At Home 2.0 and omnichannel strategies and related investments; natural disasters and other adverse impacts on regions in the United States where the Company has significant operations; the Company’s success in obtaining favorable lease terms and of its sale-leaseback strategy; the Company’s reliance on the continuing growth and utility of its loyalty program; the Company ability to attract, develop and retain employee talent and to manage labor costs; the disproportionate impact of its seasonal sales activity to its overall results; risks related to the loss or disruption of the Company’s information systems and data and its ability to prevent or mitigate breaches of its information security and the compromise of sensitive and confidential data; the Company’s ability to comply with privacy and other laws and regulations, including those associated with entering new markets; and the significant volatility of the trading price of the Company’s common stock; the possibility that the Company may be unable to obtain required stockholder approval or that other conditions to closing the proposed merger may not be satisfied, such that the proposed merger will not close or that the closing may be delayed; general economic conditions; the proposed merger may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Company; the outcome of any legal proceedings related to the proposed merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. For more details on these and other potential risks and uncertainties, please refer to the proxy statement when filed and the documents that the Company files with the SEC. You are cautioned not to place undue reliance on the forward-looking statements included herein, which speak only as of the date hereof or the date otherwise specified herein. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise.